To the Members,
Nagarjuna Agri-Tech Limited, Hyderabad, Telangana, India
The Board of Directors hereby submits the report of the business and operations of your
Company (the Company') along with the audited "Financial statement for the
"Fiscal Year ended March 31, 2023.
1. Financial summary/highlights:
The performance during the period ended 31st March, 2023 has been as under: (Amount In
Rs.)
Particulars |
2022-23 |
2021-22 |
Turnover/Income (Gross) |
2,64,49,954 |
2,63,65,725 |
Other Income |
-- |
-- |
Profit/loss before Depreciation, Finance Costs, |
(4,01,601) |
(29,34,012) |
Exceptional items and Tax Expense |
|
|
Less: Depreciation/ Amortization/ Impairment |
12,86,638 |
16,58,979 |
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
(16,88,239) |
(45,92,991) |
Less: Finance Costs |
-- |
-- |
Profit /loss before Exceptional items and Tax Expense |
-- |
-- |
Add/(less): Exceptional items |
-- |
-- |
Profit /loss before Tax Expense |
-- |
-- |
Less: Tax Expense (Current & Deferred) |
-- |
-- |
Profit /loss for the year (1) |
-- |
-- |
Total Comprehensive Income/loss (2) |
37,18,190 |
12,77,776 |
Total (1+2) |
-- |
-- |
Balance of profit /loss for earlier years |
20,29,951 |
(33,15,215) |
Less: Transfer to Debenture Redemption Reserve |
-- |
-- |
Less: Transfer to Reserves |
-- |
-- |
Less: Dividend paid on Equity Shares |
-- |
-- |
Less: Dividend paid on Preference Shares |
-- |
-- |
Less: Dividend Distribution Tax |
-- |
-- |
Balance carried forward |
20,29,951 |
(33,15,215) |
2. Overview & State of The Company's Affairs:
During the year under review, the Company has recorded an income of Rs.2,64,49,954/-
and loss of Rs. 20,29,951/- as against the income of Rs. 2,63,65,725and Loss of Rs.
33,15,215/- in the previous financial year ending 31.03.2022. The Company is looking
forward for good profit margins in near future.
3. Dividend:
Keeping the Company's growth plans in mind, your directors have decided not to
recommend dividend for the year.
4. Transfer to reserves:
Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company
has not proposed to transfer any amount to general reserves account of the company during
the year under review.
5. Material changes & commitment affecting the financial position of the
company:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred during the end of the Financial Year of the Company to
which the financial statements relate and the date of the report.
6. Significant & material orders passed by the regulators or courts or
tribunals:
No significant or material orders have been passed against the Company by the
Regulators, Courts or Tribunals, which impacts the going concern status and company's
operations in future.
7. Transfer of un-claimed dividend to Investor Education and Protection:
There is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and
Education and Protection Fund for the financial year ended 31st March 2023.
8. Details of utilization of funds:
During the year under review, the Bank has not raised any funds through Preferential
Allotment or Qualified Institutions Placement as specified under Regulation 32(7A) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
9. Details of Nodal Officer:
The Company has designated Dr. K V L N Raju as a Nodal Officer for the purpose of IEPF.
10. Revision of financial statements:
There was no revision of the financial statements for the year under review.
11. Change in the nature of business, if any:
During the period under review and the date of Board's Report there was no change in
the nature of Business.
12. Deposits from public:
The Company has not accepted any public deposits during the Financial Year ended March
31, 2023 and as such, no amount of principal or interest on public deposits was
outstanding as on the date of the balance sheet.
13. Criteria for determining qualifications, positive attributes and independence of a
director:
In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications The Board nomination process encourages diversity of thought,
experience, knowledge, age and gender. It also ensures that the Board has an appropriate
blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act the
Directors are expected to demonstrate high standards of ethical behaviour, communication
skills and independent judgment. The Directors are also expected to abide by the
respective Code of Conduct as applicable to them.
Independence - A Director will be considered independent if he / she meets the criteria
laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations.
14. Training of Independent Directors:
Your Company's Independent Directors are highly qualified and have been associated with
corporate and business organizations. They understand Company's business and activities
very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has
shown all the Independent Directors Company's business and Floriculture activities and
were also introduced to Company's staff.
15. Independent director's familiarization programmes:
The familiarization program aims to provide the Independent Directors with the scenario
within the Floriculture Activities, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the Company,
significant development so as to enable them to take well-informed decisions in timely
manner. The familiarization programme also seeks to update the Directors on the roles,
responsibilities, rights and duties under the Act and other statutes. The policy on
Company's familiarization programme for Independent Directors is hosted on your Company's
website and its web link is www.nagarjunaagritechlimited.com
16. Mechanism for Evaluation of the Board:
Pursuant to provisions of Regulation 17(10) of the SEBI Listing Regulations and the
provisions of the Companies Act, 2013, The Board of Directors of the Company on
recommendation of Nomination and Remuneration Committee, adopted Board Evaluation Policy
to comply with the various provisions of the Act, the Listing Regulations and the SEBI
circular dated January 5, 2017 which provides further clarity on the process of Board
Evaluation ("SEBI Guidance Note") and SEBI circular dated February 5, 2019.
i. Evaluation of IDs, in their absence, by the entire Board was undertaken, based on
their performance and fulfilment of the independence criteria prescribed under the Act and
SEBI Listing Regulations; and
ii. Evaluation of the Board of Directors, its Committees and individual Directors,
including the role of the Board Chairman.
An IDs' meeting, in accordance with the provisions of Section 149(8) read with Schedule
IV of the Act and Regulation 25(3) and 25(4) of the SEBI Listing Regulations, was convened
on February 7, 2023, mainly to review the performance of Independent Directors and the
Chairman & Managing Director as also the Board as a whole. All IDs were present at the
said meeting.
(i) Board: Composition, responsibilities, stakeholder value and responsibility, Board
development, diversity, governance, leadership, directions, strategic input, etc.
(ii) Executive Directors: Skill, knowledge, performance, compliances, ethical
standards, risk mitigation, sustainability, strategy formulation and execution, financial
planning & performance, managing human relations, appropriate succession plan,
external relations including CSR, community involvement and image building, etc.
(iii) Independent Directors: Participation, managing relationship, ethics and
integrity, Objectivity, brining independent judgment, time devotion, protecting interest
of minority shareholders, domain knowledge contribution, etc.
(iv) Chairman: Managing relationships, commitment, leadership effectiveness, promotion
of training and development of directors etc.
(v) Committees: Terms of reference, participation of members, responsibility delegated,
functions and duties, objectives alignment with company strategy, composition of
committee, committee meetings and procedures, management relations.
Performance evaluation was done on the scale of 1 to 5, 1 being very poor and 5 being
outstanding. The outcome of performance evaluation is given below:
Categories |
Rating (out of 5) |
Board as a whole |
4.72 |
Individual Directors |
|
Dr. K.V.L.N Raju |
4.63 |
Mr. Ravindra Kalidindi |
4.72 |
Mr. Soma Raju Kallepalli |
4.76 |
Mr.Viswanadha Raju Namburi |
4.69 |
Mrs. Rama Devi Numburi |
4.38 |
Audit Committee |
4.46 |
Stakeholder Relationship Committee |
4.63 |
Nomination & Remuneration Committee |
4.46 |
Disclosures as prescribed under SEBI circular dated May 10, 2018 are given below:
Observations of Board evaluation carried out for the year |
|
Previous year's observations and actions taken Proposed actions based on current year
observations |
Since no observations were received, no actions were taken. Since no
observations were received, no actions were taken. |
17. Composition of Board of Directors:
The composition of the Board of Directors of the company is an appropriate combination
of executive and non-executive Directors with right element of independence. As on March
31, 2023, the Company's Board comprised of five Directors, One promoter Director. In
addition, there are two independent Directors and two non executive directors on the
Board including one woman Director. In terms of Regulation 17(1) (b) of SEBI (LODR)
Regulations, 2015 and section 149 of Companies Act 2013, the company is required to have
one half of total Directors as independent Directors. The non-executive Directors are
appointed or reappointed based on the recommendation of the Nomination & Remuneration
Committee which considers their overall experience, expertise and industry knowledge. One
third of the non-executive Directors other than independent Directors, are liable to
retire by rotation every year and are eligible for reappointment, subject to approval by
the shareholders.
18. Number of Board Meetings:
During the year, Five (5) meetings of the Board of Directors of the Company were
convened and held in accordance with the provisions of the Act. The date(s) of the Board
Meetings for the period under review are 10.05.2022, 08.08.2022, 27.08.2022, 03.11.2022
and 07.02.2023.
A separate meeting of Independent Directors, pursuant to Section 149(7) read with
Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations was
held on 07.02.2023.
19. Attendance of Board Meetings:
Name |
No of Meetings held |
No of Meetings attended |
Mr. K.V.L.N Raju |
5 |
5 |
Mrs. Rama Devi Numburi |
5 |
5 |
Mr. K. Soma Raju |
5 |
5 |
Mr. N Viswanatha Raju |
5 |
5 |
Mr. K Ravindra |
5 |
5 |
20. Audit Committee Recommendations:
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
21. Committees of the Board:
In compliance with the provisions of Sections 177, 178 of the Act, the Board
constituted, Audit Committee, Nomination and Remuneration Committee, Stakeholder
Relationship committee and Risk Management Committee. The details of composition of the
Committees, their meeting and attendance of the members are:
22. Audit Committee: Terms of reference of Audit committee covers all the matters
prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act,
2013.
A. Brief Description of Terms of Reference: - Overview of the Company's financial
reporting process and disclosure of its financial information to ensure that the financial
statements reflect a true and fair position and that sufficient and credible information
is disclosed.
i. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
ii. Recommending the appointment and removal of External Auditors, fixation of audit
fee and approval for payment for any other services;
iii. Review and monitor the auditor's independence and performance, and effectiveness
of audit process.
iv. Approval of payment to statutory auditors for any other services rendered by them.
v. Review with the management and statutory auditors of the annual financial statements
before submission to the Board with particular reference to:
(a) Matters required to be included in the Directors' Responsibility Statement to be
included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by
management;
(d) Significant adjustments made in the financial statements arising out of audit
findings;
(e) Compliance with listing and other legal requirements relating to financial
statements
(f) Disclosure of any related party transactions;
(g) Modified opinion(s) in the draft audit report;
vi. Review of the quarterly and half yearly financial results with the management and
the statutory auditors;
vii. Examination of the financial statement and the auditors' report thereon;
viii. Review and monitor statutory auditor's independence and performance and
effectiveness of audit process;
ix. Approval or any subsequent modification of transactions with related parties;
x. Scrutiny of inter-corporate loans and investments;
xi. Review of valuation of undertakings or assets of the company wherever it is
necessary;
xii. Evaluation of internal financial controls and risk management systems;
xiii. Review with the management, statutory auditors and the internal auditors about
the nature and scope of audits and of the adequacy of internal control systems; xiv.
Reviewing the adequacy of internal audit function, if any, including the structure of the
internal audit department, staffing and seniority of the official heading the department,
reporting structure, coverage and frequency of internal audit;
xv. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
xvi. Consideration of the reports of the internal auditors and discussion about their
findings with the management and suggesting corrective actions wherever necessary;
xvii. Look into the reasons for any substantial defaults in payment to the depositors,
debenture-holders, shareholders (in case of non-payment of declared dividend) and
creditors, if any;
xviii.Review the functioning of the whistle blower mechanism;
xix. Review and monitor the end use of funds raised through public offers and related
matters;
xx. Approval of appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate;
xxi. Frame and review policies in relation to implementation of the Code of
Conduct for Prevention of Insider Trading and supervise its implementation under the
overall supervision of the Board;
xxii. Discharge such duties and functions as indicated in the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Companies Act, 2013 and the rules made thereunder from time to time.
Review of the following information:
management discussion and analysis of financial condition and results of
operations;
statement of significant related party transactions (as defined by the audit
committee), submitted by management;
management letters / letters of internal control weaknesses issued by the
statutory auditors;
internal audit reports relating to internal control weaknesses;
The appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the Audit Committee.
Statement of deviations as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).
Annual statement of funds utilized for purposes other than those stated in the
offer document /prospectus / notice in terms of Regulation 32(7).
The Audit Committee of the listed holding company shall also review the
financial statements, in particular, the investments made by the unlisted subsidiary
company.
Carrying out any other function as may be referred to the Committee by the
Board.
Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.
B. Internal Audit
The Company has adequate internal control and Internal Audit system commensurate with
its size and nature of its business. The Internal Audit Plan is approved by the Audit
Committee and the Internal Auditors directly present their report to the Audit Committee
for their consideration.
C. Composition, Meetings & Attendance:
The Audit Committee of the Company is constituted in accordance with the provisions of
Regulation 18 of the Listing Regulations and the provisions of Section 177 of the Act. All
members of the Committee are financially literate, with Mr. K. Soma Raju, as Chairman of
the Committee, having the relevant accounting and financial management expertise.
The composition of the Audit Committee and the details of the meetings attended by it
members during the financial year ended 31st March 2023 are as under:
Name |
Designation |
Category |
No. of meetings held |
No. of meeting attended |
Mr. K. Soma Raju |
Chairman |
NED(I) |
4 |
4 |
Mr. N Viswanatha Raju |
Member |
NED |
4 |
4 |
Mr. K Ravindra |
Member |
NED(I) |
4 |
4 |
The Audit Committee met 4 times during the financial year 2022-23 and the gap between
any two meetings did not exceed 120 days. The dates on which the Audit Committee Meetings
held were: 10.05.2022, 08.08.2022, 03.11.2022 and 07.02.2023. Requisite quorum was present
at the above Meetings.
All the recommendations of the Audit Committee have been accepted by the Board of
Directors.
During the year, the Audit Committee inter alia reviewed key audit findings covering
Operational, Financial and Compliance areas, Risk Mitigation Plan covering key risks
affecting the Company which were presented to the Committee. The Chairman of the Audit
Committee briefed the Board members on the significant discussions which took place at
Audit Committee Meetings.
The Chairman of the Audit Committee was present at the Annual General Meeting of the
Company held on 22 September, 2022.
23. Nomination and remuneration committee: The Nomination and
Remuneration Committee (NRC') functions in accordance with Section 178 of the
Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The
terms of reference of the NRC includes:
Recommend to the Board the setup and composition of the Board, including
formulation of the criteria for determining qualifications, positive attributes and
independence of a director.
Periodical review of composition of the Board with the objective of achieving an
optimum balance of size, skills, independence, knowledge, age, gender and experience.
Support the Board in matters related to the setup, review and refresh of the
Committees.
Devise a policy on Board diversity.
Recommend to the Board the appointment or reappointment of Directors.
Recommend to the Board how the Company will vote on resolutionns for appointment
of Directors on the Boards of its material subsidiaries.
Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and
executive team members.
Carry out the evaluation of every Director's performance and support the Board
and Independent Directors in the evaluation of the performance of the Board, its
Committees and individual Directors, including formulation of criteria for evaluation of
Independent Directors and the Board.
Oversee the performance review process for the KMP and executive team with the
view that there is an appropriate cascading of goals and targets across the Company.
Recommend the Remuneration Policy for the Directors, KMP, executive team and
other employees.
On an annual basis, recommend to the Board the remuneration payable to
Directors, KMP and executive team of the Company.
Review matters related to remuneration and benefits payablee upon retirement and
severance to MD/EDs, KMP and executive team.
Review matters related to voluntary retirement and early separation schemes for
the Company.
Provide guidelines for remuneration of Directors on material subsidiaries.
Recommend to the Board how the Company will vote on resolutions for remuneration
of Directors on the Boards of its material subsidiaries.
Assist the Board in fulfilling its corporate governance responsibilities
relating to remuneration of the Board, KMP and executive team members.
Oversee familiarisation programmes for Directors.
Review HR and People strategy and its alignment with the business strategy
periodically, or when a change is made to either.
Review the efficacy of HR practices, including those for leadership development,
rewards and recognition, talent management and succession planning.
Perform other activities related to the charter as requested by the Board from
time to time.
B. Composition of the committee, meetings and attendance during the year:
There were One (1) Nomination and Remuneration Committee Meetings held during the
financial year 2022-23 on 07.02.2023
Name |
Designation |
Category |
No. of meetings held |
No. of meeting attended |
Mr. K. Soma Raju |
Chairman |
NED(I) |
1 |
1 |
Mr. N Viswanatha Raju |
Member |
NED |
1 |
1 |
Mr. K Ravindra |
Member |
NED(I) |
1 |
1 |
24. Stakeholder's relationship committee: Terms of reference of the committee comprise
of various matters provided under Regulation 20 of the Listing Regulations and section 178
of the Act, 2013 which inter-alia include:
Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
Proactively communicate and engage with stockholders including engaging with the
institutional shareholders at least once a year along with members of the Committee/Board/
KMPs, as may be required and identifying actionable points for implementation.
Review of measures taken for effective exercise of voting rights by
shareholders.
Review of adherence to the service standards adopted by the listed entity in
respect of various services being rendered by the Registrar & Share Transfer Agent.
Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the Company.
The Committee comprises of 3 Directors out of which 2 are independent. In the financial
year 2022-23, 4 meetings of the Committee were held on 10.05.2022, 08.08.2022, 03.11.2022
and 07.02.2023. Composition of committees and member's attendance at the meetings during
the year are as under:
Name |
Designation |
Category |
No. of meetings held |
No. of meeting attended |
Mr. K. Soma Raju |
Chairperson |
NED(I) |
4 |
4 |
Mr. N Viswanatha Raju |
Member |
NED |
4 |
4 |
Mr. K Ravindra |
Member |
NED(I) |
4 |
4 |
No investor grievance complaints received during the financial year 2022-23
25. Risk Management Committee: -
The Company has an effective risk management procedure, which is governed at the
highest level by the Board of Directors. However, to further strengthen & streamline
the procedures about risk assessment and minimization procedures, the Board of Directors
voluntarily constituted a Board level Risk Management Committee (RMC).
A.) Composition:
The Details of composition of the Committee are given below:
Name |
Designation |
Category |
Mr. K. Soma Raju |
Chairperson |
ED |
Mr. N Viswanatha Raju |
Member |
NED(I) |
Mr. K Ravindra |
Member |
NED(I) |
Role and responsibilities of the committee includes the following:
Framing of Risk Management Plan and Policy.
Overseeing implementation of Risk Management Plan and Policy.
Monitoring of Risk Management Plan and Policy.
Validating the process of risk management.
Validating the procedure for Risk minimisation.
Periodically reviewing and evaluating the Risk Management Policy and practices
with respect to risk assessment and risk management processes.
Continually obtaining reasonable assurance from management that al known and
emerging risks have been identified and mitigated or managed.
Sustaining operations in lock down conditions without disruption etc.
water scarcity for operational requirements.
26. Information supplied to the board:
The Board has complete access to all information of the Company and is regularly
provided advanced detailed information as a part of the agenda papers or is tabled
therein. In addition, detailed quarterly performance report by the Managing Director is
presented in the quarterly Board meeting, encompassing all facets of the Company's
operations during the quarter, including update of key projects, outlook and matters
relating to environment, health & safety, corporate social responsibility etc. The
following information is provided to the Board as a part of the agenda papers:
Annual and Quarterly financial statements for the Company and the Accounting
Policy.
Minutes of the meetings of the Audit Committee and other Committees of the
Board.
Annual business plan.
Information on recruitment and remuneration of senior officers just below the
level of Board, including the appointment or removal of Chief Financial Officer and
Company Secretary, whenever required
Expansion projects and its status monitoring.
Fatal or serious accidents, injuries or any material environmental problems, if
any
Any material default in financial obligations to and by the Company, or
substantial non-payment for goods sold by the Company, if any
Significant labour problems and their proposed solutions, whenever necessary.
Any significant development in human resources / industrial relations including
long-term wage agreement, major voluntary retirement scheme, etc.
Quarterly details of foreign exchange exposures and the steps taken by the
management to limit the risks of adverse exchange rate movement, if material Quarterly
disclosure of all the investments made.
Material non-compliance of any regulatory, statutory nature or listing
requirements and shareholders service, such as non-payment of dividend, delay in share
transfer and others, if any
Quarterly review of compliance status under various laws applicable to the
Company.
Substantial non-payment of goods sold by the Company except disputes.
Related Party Transactions, if they are not at arm's length and in the ordinary
course of business.
Half-yearly summary of bank guarantees issued.
All other matters required to be placed before the Board for its review /
information / approval under the statutes, including SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
27. Vigil Mechanism/Whistle Blower Policy:
The Board of Directors has formulated a Whistle Blower Policy which is in compliance
with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the
Listing Regulations. The Company has a vigil mechanism to deal with fraud and
mismanagement, if any. The policy is on the website of the Company.
The policy provides for adequate safeguards against the victimisation of eth employees
who use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.
28. Directors and key managerial personnel:
As on date of this report, the Company has five Directors, out of those two are
Independent Directors.
a) Re-Appointment of Directors of the Company:
Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Rama Devi (DIN
06970266) is liable to retire by rotation at the ensuing 35th Annual General Meeting and
being.
b) Key Managerial Personnel:
Key Managerial Personnel for the financial year 2022-23
Mr. Venkatalakshmi Narasimha Raju Kosuri, Managing Director.
Mr. Sitapathi Raju Kosuri, Chief Financial officer
Ms. Ms. Chandni Vardani, Company Secretary & Compliance Officer
29. Statutory Auditors & their Reports:
M/s. K. S. S. Gangadhar & Co., Chartered Accountants, bearing Registration No.
001076N/N500013 have been appointed on the recommendation of Audit Committee and Board of
Director's (in conformity with the provisions of Sections 139 and 141 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (includes amendments
thereto), as the Statutory Auditors of the Company for a period of 5 years from the
conclusion of the 33rd AGM (for 2020-21) till the conclusion of the 38th AGM (for
2025-26). The Auditors' Reports for the financial year 2022-23 does not contain any
qualification, reservation, adverse remark or disclaimer.
The Auditors have confirmed that they have subjected themselves to the peer review
process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.
30. Internal auditors:
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and Section 179 read with Rule 8(4) of the Companies (Meetings of Board and
its Powers) Rules, 2014; during the year under review the Internal Audit of the functions
and activities of the Company was undertaken by the Internal Auditor of the Company on
quarterly basis.
Deviations are reviewed periodically and due compliance ensured. Summary of Significant
Audit Observations along with recommendations and its implementations are reviewed by the
Audit Committee and concerns, if any, are reported to Board. There were no adverse remarks
or qualification on accounts of the Company from the Internal Auditor.
31. Secretarial Auditors & their Reports:
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of
the Audit Committee, the Board of Directors had appointed M/s. Chakravarthy &
Associates, Practicing Company Secretary (C.P No.22563) the Secretarial Auditor of the
Company, for conducting the Secretarial Audit for financial year ended March 31, 2023
The Secretarial Audit was carried out by M/s. Chakravarthy & Associates, Practicing
Company Secretary (C.P No.22563) for the financial year ended March 31, 2023. The Report
given by the Secretarial Auditor is annexed herewith and forms integral part of this
Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
32. Corporate governance:
Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of
the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.
33. No Frauds reported by statutory auditors
During the Financial Year 2022-23, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3) (ca) of the Companies Act, 2013.
34. Conservation of energy, technology absorption and foreign exchange outgo:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided
hereunder and Rule 8 of Companies (Accounts) Rules, 2014:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken
to conserve energy wherever possible by using energy efficient computers and purchase of
energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
1. Foreign Exchange Earnings: 1.03 Cr.
2. Foreign Exchange Outgo: NIL
35. Information about the financial performance / financial position of the
subsidiaries / associates:
The company does not have any subsidiaries/Associate companies.
36. Names of the companies which have become or ceased to be its subsidiaries, joint
ventures or associate companies during the year:
During the year under review no Company has become or ceased to become its
subsidiaries, joint ventures or associate Company.
37. Disclosure of adequacy of internal financial controls:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.
38. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
39. Prevention of Insider Trading Regulations:
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
(as amended from time to time), the Company has formulated a Code of Conduct for
Prevention of Insider Trading (Insider Trading Code') and a Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI).
The Code of Practices and Procedures for fair disclosure of UPSI is a v a i l a b l e o
n t h e w e b s i t e a t t h e f o l l o w i n g l i n k :
www.nagarjunaagritechlimited.com
40. Annual Return:
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 is also
available on the Company's website URL: https:// www.nagarjunaagritechlimited.com
41. Authorised and paid up capital of the company:
The authorized capital of the company stands at Rs. 10,00,00,000/- divided into
1,00,00,000 equity shares of Rs.10/- each and the company's paid up capital is Rs.
9,36,91,000/- divided into 93,69,100 equity shares of Rs. 10/- each.
42. Declaration of independence:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with criteria of independence as prescribed both under
sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b)
read with Regulation 25 of the Listing Regulations.
The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors
and Committee(s).
43. Policy on Directors appointment and Remuneration and other details:
The Board Governance, Nomination & Compensation Committee has framed a policy for
selection and appointment of Directors including determining qualifications and
independence of a Director, Key Managerial Personnel (KMP), senior management personnel
and their remuneration as part of its charter and other matters provided under Section
178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration
policy of the Company which lays down the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of Directors and
policies of the Company relating to remuneration of Directors, KMP and other employees is
a v a i l a b l e o n t h e C o m p a n y ' s w e b s i t e a t
www.nagarjunaagritechlimited.com.
We affirm that the remuneration paid to Directors is in accordance with the
remuneration policy of the Company.
44. Director's Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your
Directors confirm that: -
a) in the preparation of the annual accounts for the financial year ended 31 March
2023, the applicable accounting standards and schedule III of the Companies Act, 2013 have
been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of your Company as on 31st March 2023 and of the profit
and loss of the Company for the financial year ended 31st March 2023;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts have been prepared on a going concern basis; e) Proper internal
financial controls laid down by the Directors were followed by the Company and that such
internal financial controls are adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws were
followed and that such systems were adequate and operating effectively.
45. Corporate social responsibility policy:
Since your Company does not have net worth of Rs. 500 Crore or more or turnover of Rs.
1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial year,
section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not
applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.
46. Insurance:
The properties and assets of your Company are adequately insured.
47. Particulars of loans, guarantees:
The Company has not availed any facilities of Credit and Guarantee.
48. Statutory compliance:
The Company has complied with the required provisions relating to statutory compliance
with regard to the affairs of the Company in all respects.
49. Corporate insolvency resolution process initiated under the insolvency and
bankruptcy code, 2016.
No corporate insolvency resolution processes were initiated against the Company under
the Insolvency and Bankruptcy Code, 2016, during the year under review.
50. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
51. Declaration by the Company
None of the Directors of the Company are disqualified from being appointed as Directors
as specified in Section 164(2) of the Act read with
Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.
52. Internal Financial Control Systems:
Your Company has well laid out policies on financial reporting, asset management,
adherence to Management policies and also on promoting compliance of ethical and
well-defined standards. The Company follows an exhaustive budgetary control and standard
costing system. Moreover, the management team regularly meets to monitor goals and results
and scrutinizes reasons for deviations in order to take necessary corrective steps. The
Audit Committee which meets at regular intervals also reviews the internal control systems
with the Management.
53. Related Party Transactions:
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. During the financial year
2022-23, there were no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetings
of the Board and its Powers) Rules, 2014, omnibus approval for the estimated value of
transactions with the related parties for the financial year is obtained from the Audit
Committee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant to
the omnibus approval so granted are reviewed and approved by the Audit Committee and the
Board of Directors on a quarterly basis. The summary statements are supported by an
independent audit report certifying that the transactions are at an arm's length basis and
in the ordinary course of business
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is is annexed herewith as Annexure- D to this
report.
54. Failure to implement corporate actions:
During the year under review, no corporate actions were done by the Company.
55. Cost records and cost audit:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act, are not applicable for the business activities
carried out by the Company.
56. Non-executive directors' compensation and disclosures:
None of the Independent / Non-Executive Directors has any pecuniary relationship or
transactions with the Company which in the Judgment of the Board may affect the
independence of the Directors.
57. Industry based disclosures as mandated by the respective laws governing the
company:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures
is not required.
58. Prevention of sexual harassment at workplace:
The Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various policies and practices. The
Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behaviour. An Internal Complaints
Committee ("ICC") has been set up by the senior management (with women employees
constituting the majority). The ICC is responsible for redressal of complaints related to
sexual harassment and follows the guidelines provided in the Policy.
During the financial year ended March 31, 2023, no complaints pertaining to sexual
harassment have been received.
59. Green Initiatives:
In commitment to keep in line with the Green Initiative and going beyond it to create
new green initiatives, electronic copy of the Notice of 34th Annual General Meeting of the
Company are sent to all Members whose email addresses are registered with the
Company/Depository Participant(s). For members who have not registered their e-mail
addresses, physical copies are sent through the permitted mode.
60. Other Disclosures:
Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme referred to in this Report.
c. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries.
61. Appreciation & acknowledgement:
Your directors place on records their appreciation for the overwhelming co-operation
and assistance received from the investors, customers, business associates, bankers,
vendors, as well as regulatory and governmental authorities. Your directors also thank the
employees at all levels, who through their dedication, co-operation, support and smart
work have enabled the company to achieve a moderate growth and is determined to poise a
rapid and remarkable growth in the year to come.
Your directors also wish to place on record their appreciation of business
constituents, banks and other "financial institutions and shareholders of the Company
like SEBI, BSE, NSE, NSDL, CDSL, ICICI Bank, Kotak Mahindra Bank and State Bank of India
etc. for their continued support for the growth of the Company.
For and on behalf of the Board of Nagarjuna Agri-Tech Limited
|
Sd/- |
Sd/- |
|
K V L N Raju |
Rama Devi Numburi |
Place: Hyderabad |
Managing Director |
Director |
Date: 14.08.2023 |
(DIN: 00116664) |
(DIN:06970266) |
|